ONDINE COMPLETES SALE OF DENTAL BUSINESS
Ondine to Focus on MRSA Product, MRSAid™
VANCOUVER, B.C. - June 8, 2009
– Ondine Biopharma Corporation (the “Company”
or “Ondine”, TSX: OBP; AIM: OBP), a medical technology company developing
photodisinfection based products, today announced the Company has closed the sale of
its Dental Healthcare Business to Periowave Dental Technologies, Inc. (“PDT”, formerly
JS Dental Technologies, Inc.).
“The sale of the Dental Healthcare Business is a significant milestone for Ondine,
enabling us to focus our attention and resources on the development of new products and
applications of our platform technology, photodynamic disinfection. We have proven that
the Ondine team can successfully develop a new technology, and bring it out of the labs
and into the marketplace. We have acquired invaluable knowledge and experience,
clinical/regulatory expertise, and a quality management system that not only places us as
the global leader in photodynamic disinfection, but will also assist us with future product
development initiatives.”, stated Carolyn Cross, Ondine’s Chairman & CEO. “In
addition to developing next generation technologies for the dental market in support of
PDT, Ondine plans to focus on the development and commercialization of MRSAid™,
its non-antibiotic nasal decolonization system intended to reduce the rate of MRSA
infections in hospitals and nursing homes. MRSAid™, which is approved in Canada and
Europe, is the first of a number of products Ondine intends to introduce addressing the
$10 billion hospital acquired infection market.”
About the Transaction
The closing of the sale follows the signing of the non-binding letter of intent on April 7,
2009, the approval of the Company’s shareholders on May 19, 2009, and the signing of
the definitive agreement on June 5, 2009. Under the terms of the transaction, Ondine and
PDT will collaborate on the continued development and commercialization of the
Periowave™ photodisinfection technology. As part of the purchase price for the Dental
Healthcare Business Ondine received an initial payment of $725,000 from PDT and is
entitled to receive, among other things, royalties and a potential stream of milestone
payments of up to $51.4 million on the successful attainment of cumulative revenue
targets over ten years. In the event of a subsequent sale to a third party, Ondine will be
entitled to receive, in lieu of further royalties and milestone payments, a percentage of all
proceeds of such sale (net of transaction costs and amounts previously received as part of
the purchase price), up to a maximum of 40 percent in the first year and declining on a
yearly basis to 5 percent in the sixth year and 2.5 percent thereafter. In addition, the
Company is entitled to manufacturing margins for supplying PDT with Periowave™
product for at least two years pursuant to a manufacturing, sustaining and servicing
agreement; and, subject to certain conditions, Ondine will receive management
consulting fees of US $50,000 per month for up two years pursuant to a management
services agreement.
A copy of the definitive agreement and the other material auxiliary agreements will be
made available on the SEDAR website at
www.sedar.com
on the Company’s website at
www.ondinebiopharma.com
.
